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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                ---------------

                                    FORM 8-A
                                Amendment No. 1

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                UAL CORPORATION
            (Exact name of registrant as specified in its charter.)


         Delaware                                36-2675207
(State of incorporation or organization)   (I.R.S. Employer
                                           Identification No.)

       1200 East Algonquin Road
     Elk Grove Township, Illinois                    60007
(Address of Principal Executive Offices)          (Zip Code)


If this Form relates to the             If this Form relates to the
registration of a class of debt         registration of a class of debt
securities and is effective upon        securities and is to become effective
filing pursuant to General              simultaneously with the effectiveness
Instruction A(c)(1) please check the    of a concurrent registration
following box.    [_]                   statement under the Securities Act of
                                        1933 pursuant to General Instruction
                                        A(c)(2) please check the following
                                        box.    [X]


Securities to be registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange
Title of each class                     on which each class
to be so registered                     is to be registered
- -------------------                     ---------------------
6 3/8% Convertible Subordinated         New York Stock Exchange
Debentures due 2025

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE

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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 1.   Description of Registrant's Securities to be Registered.
          ------------------------------------------------------- 

               A complete description of the 6 3/8% Convertible Subordinated
          Debentures due 2025 (the "Debentures"), which are to be registered
          hereunder is contained under the caption "Description of Debentures"
          in the Prospectus forming a part of the Company's Form S-4
          Registration Statement (No. 33-57579), as amended, filed with the
          Commission under the Securities Act of 1933 (such Registration
          Statement is hereinafter referred to as the "Registration Statement").
          Such description is incorporated herein by reference.

Item 2.   Exhibits.
          -------- 

               A list of exhibits filed herewith or incorporated herein by
          reference is contained on the Exhibit Index which is incorporated
          herein by reference.

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                                   SIGNATURES



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.



                              UAL CORPORATION



                              By:  /s/ Francesca M. Maher
                                   -------------------------
                                    Francesca M. Maher
                                    Vice President - Law
                                      and Corporate Secretary


Date:  February 28, 1995

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                                 EXHIBIT INDEX


                                                              Sequential
Exhibit No.                   Description                      Page No.
- -----------                   -----------                     ----------

     1     Form of Indenture dated as of
           April 3, 1995 between the Company
           and The Bank of New York, as Trustee
           (Incorporated by reference to Exhibit
           No. 4.1 to registration statement
           No. 33-57579).....................................

     2     Form of Officer's Certificate relating
           to the Convertible Subordinated
           Debentures (Incorporated by reference
           to Exhibit No. 4.2 to registration
           statement No. 33-57579)...........................

     3     Form of Debenture (Incorporated by
           reference to Exhibit No. 4.3 to
           registration statement
           No. 33-57579).....................................